<PAGE>
Exhibit 3.1
FORM NO. 6
[GRAPHIC]
CERTIFICATE OF INCORPORATION
I hereby in accordance with the provisions of section 14 of the Companies Act,
1981, issue this Certificate of Incorporation and do certify that on the 16th
day of October 1987
SEALINK BRITISH FERRIES LTD.
was registered by me in the Register maintained by me under the provisions of
the said section and that the status of the said company is that of an exempted
company.
Given under my hand this 16th day of October 1987.
[SEAL]
[SIGNATURE]
for Registrar of Companies
<PAGE>
FORM NO. 3a
[GRAPHIC]
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
I hereby certify that
SEALINK BRITISH FERRIES LTD.
having by resolution and with the approval of the Registrar of Companies changed
its name, is now registered under the name of
SeaCo Ltd.
Given under my hand the 31st day of August 1990.
[SEAL]
[SIGNATURE]
for Registrar of Companies
<PAGE>
FORM NO. 3a
[GRAPHIC]
CERTIFICATE OF INCORPORATION
ON CHANGE OF NAME
I hereby certify that
SeaCo Ltd.
having by resolution and with the approval of the Registrar of Companies changed
its name, is now registered under the name of
Orient-Express Hotels Ltd.
Given under my hand the 25th day of July 1994.
[SEAL]
[SIGNATURE]
for Registrar of Companies
<PAGE>
[GRAPHIC]
BERMUDA
CERTIFICATE OF REGISTRATION
OF
ALTERED MEMORANDUM OF ASSOCIATION
---------------------------------
THIS IS TO CERTIFY that a copy of the Memorandum of Association of ORIENT -
EXPRESS HOTELS LTD. altered under and in accordance with Section 12 of The
Companies Act 1981 ("The Act") and the consent granted by the Minister under
Section 6(1) as read with Section 12(2) of The Act were delivered to the office
of the Registrar of Companies and registered therein on the 10th day of
February, 1995 pursuant to Section 12(9) of The Act.
IN WITNESS WHEREOF I have
hereto set my hand this 10th day
of February 1995
[SEAL]
/s/ Pamela L. Adams
Pamela L. Adams
For REGISTRAR OF COMPANIES
<PAGE>
FORM NO. 5
[GRAPHIC]
THE COMPANIES ACT 1981
CERTIFICATE OF DEPOSIT OF
MEMORANDUM OF ASSOCIATION
AND CONSENT GRANTED BY THE MINISTER
THIS IS TO CERTIFY THAT A MEMORANDUM OF ASSOCIATION
OF
SEALINK BRITISH FERRIES LTD.
--------------------------------------------------------------------------------
and the consent granted by the Minister under section 6(1) of the Act was
delivered to the Office of the Registrar of Companies on the 16th day of
October, 1987 in accordance with the provisions of section 14(2) of the Act.
IN WITNESS WHEREOF I have
hereto set my hand this
16th day of October, 1987
---------------------
/s/ Pamela L. Adams
--------------------------
for Registrar of Companies
Minimum Capital of the Company: UK(pound) 8,000.00
Authorised Capital of the Company: UK(pound) 8,000.00
Stamp duty paid: BD$ 33.70
<PAGE>
FORM NO. 2
[GRAPHIC]
THE COMPANIES ACT 1981
MEMORANDUM OF ASSOCIATION OF
COMPANY LIMITED BY SHARES
(SECTION 7(1) AND (2))
ALTERED MEMORANDUM OF ASSOCIATION
OF
SEALINK BRITISH FERRIES LTD.
--------------------------------------------------------------------------------
(hereinafter referred to as "the Company")
1. The liability of the members of the Company is limited to the amount (if
any) for the time being unpaid on the shares respectively held by them.
2. We, the undersigned, namely,
<TABLE>
<CAPTION>
BERMUDIAN NUMBER OF
STATUS SHARES
NAME/ADDRESS (Yes/No) NATIONALITY SUBSCRIBED
<S> <C> <C> <C>
Ian Hilton
Thirty Cedar Avenue,
Hamilton HM 09,
Bermuda Yes British 1
Ruby L. Rawlins
Thirty Cedar Avenue,
Hamilton HM 09,
Bermuda Yes British 1
Marcia De Couto
Thirty Cedar Avenue,
Hamilton HM 09,
Bermuda Yes British 1
Sheila Moran
Thirty Cedar Avenue,
Hamilton HM 09,
Bermuda Yes British 1
</TABLE>
do hereby respectively agree to take such number of shares of the Company as may
be allotted to us respectively by the provisional directors of the Company, not
exceeding the number of shares for which we have respectively subscribed, and to
satisfy such calls as may be made by the directors, provisional directors or
promoters of the Company in respect of the shares allotted to us respectively.
<PAGE>
3. The Company is to be an exempted Company as defined by the Companies Act
1981.
4. The Company has power to hold land situated in Bermuda not exceeding in
all, including the following parcels--
Not Applicable
5. The Company does not propose* to carry on business in Bermuda.
6. the authorised share capital of the Company is (pound)8,000.00 divided into
shares of U.K. one pound each. The minimum subscribed share capital of the
Company is(pound)8,000.00 in United Kingdom currency.
7. The objects for which the Company is formed and incorporated are--
SEE ATTACHED SCHEDULE for sub-paragraphs (i) through (vii).
*Delete as applicable.
<PAGE>
SCHEDULE
(i) To engage in the business of proprietors, managers and/or operators of
hotels, guesthouses, restaurants, bars, conference centres, clubs,
resorts, safari camps, sports facilities, theatres, cabarets, casinos,
property developments, tour operations, tourist trains, cruise ships,
vineyards, retail stores, merchandising outlets and other leisure
industry or real estate activities outside Bermuda and to do all things
incidental to the carrying on of any of said business;
(ii) To carry on business as a holding company and to acquire and hold
shares, stocks, debenture stock, bonds, mortgages, obligations and
securities of any kind issued or guaranteed by any company, corporation
or undertaking of whatever nature and wherever constituted or carrying
on business, and shares, stock, debentures, debenture stock, bonds,
obligations and other securities issued or guaranteed by any government,
sovereign ruler, commissioners, trust, local authority or other public
body, whether in Bermuda or elsewhere, and to vary, transpose, dispose
of or otherwise deal with from time to time as may be considered
expedient any of the Company's investments for the time being;
(iii) To acquire any such shares and other securities as are mentioned in the
preceding paragraph by subscription, syndicate participation, tender,
purchase, exchange or otherwise and to subscribe for the same, either
conditionally or otherwise, and to guarantee the subscription thereof
and to exercise and enforce all rights and powers conferred by or
incident to the ownership thereof;
(iv) To co-ordinate the administration, policies, management, supervision,
control, research, planning, trading and any and all other activities
of, and to act as financial advisers and consultants to, any company or
companies now or hereafter incorporated or acquired which may be or may
become a Group Company (which expression, in this and the next following
paragraph, means a company, wherever incorporated, which is or becomes a
holding company or a subsidiary of, or affiliated with, the Company
within the meanings respectively assigned to those terms in The
Companies Act 1981) or, with the prior written approval of the Minister
of Finance, to any company or companies now or hereafter incorporated or
acquired with which the Company may be or may become associated;
<PAGE>
(v) To provide financing and financial investment, management and advisory
services to any Group Company, which shall include but not be limited to
granting or providing credit and financial accommodation, lending and
making advances with or without interest to any Group Company and
lending to or depositing with any bank funds or other assets to provide
security (by way of mortgage, charge, pledge, lien or otherwise) for
loans or other forms of financing granted to such Group Company by such
bank;
(vi) As set forth in paragraph (b) to (n) and (p) to (t) inclusive of the
Second Schedule to the Companies Act 1981.
(vii) To enter into any guarantee, contract or indemnity or suretyship and to
assure, support or secure with or without consideration or benefit the
performance of any obligations of any person or persons and to guarantee
the fidelity of individuals filling or about to fill situations of trust
or confidence:
Provided that this shall not be construed as authorizing the Company to
carry on the business of banking as defined in The Banks Act, 1969 or
the business of wholesale banking or financial guarantee business or the
business of promissory note operations.
<PAGE>
8. The Company has the powers set out in the First Schedule to the
Companies Act 1981 (excluding the power set out in paragraph 1 thereof)
and the additional powers set out in the Schedule annexed hereto.
Signed by each subscriber in the presence of at least one witness attesting the
signature thereof--
[SIGNATURES]
/s/ Ian Hilton /s/ Maria Place
------------------------------- ------------------------------
/s/ Ruby L. Rawlins /s/ Maria Place
------------------------------- ------------------------------
/s/ Marcia DeCouto /s/ Maria Place
------------------------------- ------------------------------
/s/ Sheila Moran /s/ Maria Place
------------------------------- ------------------------------
(Subscribers) (Witnesses)
SUBSCRIBED this 9th day of October 1987.
<PAGE>
STAMP DUTY (To be affixed)
<PAGE>
The Schedule
(referred to in Clause 8 of the Memorandum of Association)
----------------------------------------------------------
(a) To borrow and raise money in any currency or currencies and to secure or
discharge any debt or obligation in any matter and in particular (without
prejudice to the generality of the foregoing) by mortgages of or charges
upon all or any part of the undertaking, property and assets (present and
future) and uncalled capital of the Company or by the creation and issue of
securities.
(b) To enter into any guarantee, contract of indemnity or suretyship and in
particular (without prejudice to the generality of the foregoing) to
guarantee, support or secure, with or without consideration, whether by
personal obligation or by mortgaging or charging all or any part or the
undertaking, property and assets (present and future) and uncalled capital
of the Company or both such methods or in any other manner, the performance
of any obligations or commitments, of, and the repayment or payment of the
principal amounts of and any premiums, interest, dividends and other moneys
payable on or in respect of any securities or liabilities of, any person
including (without prejudice to the generality of the foregoing) any
company which is for the time being a subsidiary or a holding company of
the Company or another subsidiary of a holding company of the Company or
otherwise associated with the Company.
(c) To accept, draw, make, create, issue, execute, discount, endorse, negotiate
bills of exchange, promissory notes, and other instruments and securities,
whether negotiable or otherwise.
(d) To sell, exchange, mortgage, charge, let on rent, share of profit, royalty
or otherwise, grant licenses, easements, options, servitudes and other
rights over, and in any other manner deal with or dispose of, all or any
part of the undertaking, property and assets (present and future) of the
Company for any consideration and in particular (without prejudice to the
generality of the foregoing) for any securities.
(e) To issue and allot securities of the Company for cash or in payment or part
payment for any real or personal property purchased or otherwise acquired
by the Company or any services rendered to the Company or as security for
any obligation or amount (even if less than the nominal amount of such
securities) or for any other purpose.
<PAGE>
(f) To grant pensions, annuities, or other allowances, including allowances on
death, to any directors, officers or employees or former directors,
officers or employees of the Company or any company which at any time is or
was a subsidiary or a holding company or another subsidiary of a holding
company of the Company or otherwise associated with the Company or of any
predecessor in business of any of them, and to the relations, connections
or dependants of any such persons, and to other persons whose service or
services have directly or indirectly been of benefit to the Company or whom
the Company considers have any moral claim on the Company or to their
relations, connections or dependants, and to establish or support any
associations, institutions, clubs, schools, building and housing schemes,
funds and trusts, and to make payments toward insurance or other
arrangements likely to benefit any such persons or otherwise advance the
interests of the Company or of its Members, and to subscribe, guarantee or
pay money for any purpose likely, directly or indirectly to further the
interests of the Company or of its Members or for any national, charitable,
benevolent, educational, social, public, general or useful object.
(g) To purchase its own shares in accordance with the provisions of Section 42A
of the Companies Act 1981.
<PAGE>
THE COMPANIES ACT 1981
FIRST SCHEDULE
(Section 11(1))
A Company limited by shares may exercise all or any of the following powers
subject to any provision of the law or its memorandum -
1. to carry on any other business capable of being conveniently carried on in
connection with its business or likely to enhance the value of or making
profitable any of its property or rights;
2. to acquire or undertake the whole or any part of the business, property and
liabilities of any person carrying on any business that the company is
authorised to carry on;
3. to apply for register, purchase, lease, acquire, hold, use, control,
license, sell, assign or dispose of patents, patent rights, copyrights,
trade marks, formulae, licenses, inventions, processes, distinctive marks
and similar rights;
4. to enter into partnership or into any arrangement for sharing of profits,
union of interests, co-operation, joint venture, reciprocal concession or
otherwise with any person carrying on or engaged in or about to carry on or
engage in any business or transaction that the company is authorised to
carry on or engage in or any business or transaction capable of being
conducted so as to benefit the company;
5. to take or otherwise acquire and hold securities in any other body
corporate having objects altogether or in part similar to those of the
company or carrying on any business capable of being conducted so as to
benefit the company;
6. subject to section 96 to lend money to any employee or to any person having
dealings with the company or with whom the company proposes to have
dealings or to any other body corporate any of whose shares are held by the
company;
7. to apply for, secure or acquire by grant, legislative enactment,
assignment, transfer, purchase or otherwise and to exercise, carry out and
enjoy any charter, license, power authority, franchise, concession, right
or privilege, that any government or authority or any body corporate or
other public body may be empowered to grant, and pay for, aid in and
contribute toward carrying it into effect and to assume any liabilities or
obligations incidental thereto;
8. to establish and support or aid in the establishment and support of
associations, institutions, funds or trusts for the benefit of employees or
former employees of the company or its predecessors, or the dependents or
connections of such employees or former employees, and grant pensions and
allowances, and make payments towards insurance or for any object similar
<PAGE>
- 2 -
to those set forth in this paragraph, and to subscribe or guarantee money
for charitable, benevolent, educational or religious objects or for any
exhibition or for any public, general or useful objects;
9. to promote any company for the purpose of acquiring or taking over any of
the property and liabilities of the company or for any other purpose that
may benefit the company;
10. to purchase, lease, take in exchange, hire or otherwise acquire any
personal property and any rights or privileges that the company considers
necessary or convenient for the purposes of its business;
11. to construct, maintain, alter, renovate and demolish any buildings or works
necessary or convenient for its objects;
12. to take land in Bermuda by way of lease or letting agreement for a term not
exceeding twenty-one years, being land "bonafide" required for the purposes
of the business of the company and with the consent of the Minister granted
in his discretion to take land in Bermuda by way of lease or letting
agreement for a similar period in order to provide accommodation or
recreational facilities for its officers and employees and when no longer
necessary for any of the above purposes to terminate or transfer the lease
or letting agreement;
13. except to the extent, if any, as may be otherwise expressly provided in its
incorporating Act or memorandum and subject to the provisions of this Act
every company shall have power to invest the moneys of the Company by way
of mortgage of real or personal property of every description in Bermuda or
elsewhere and to sell, exchange, vary, or dispose of such mortgage as the
company shall from time to time determine;
14. to construct, improve, maintain, work, manage, carry out or control any
roads, ways, tramways, branches or sidings, bridges, reservoirs,
watercourses, wharves, factories, warehouses, electric works, shops, stores
and other works and conveniences that may advance the interests of the
company and contribute to, subsidize or otherwise assist or take part in
the construction, improvement, maintenance, working, management, carrying
out or control thereof;
15. to raise and assist in raising money for, and aid by way of bonus, loan,
promise, endorsement, guarantee or otherwise, any person and guarantee the
performance or fulfillment of any contracts or obligations of any person,
and in particular guarantee the payment of the principal of and interest on
the debt obligations of any such person;
16. to borrow or raise or secure the payment of money in such manner as the
company may think fit;
<PAGE>
- 3 -
17. to draw, make, accept, endorse, discount, execute and issue bills of
exchange, promissory notes, bills of lading, warrants and other negotiable
or transferable instruments;
18. when properly authorized to do so, to sell, lease, exchange or otherwise
dispose of the undertaking of the company or any part thereof as an
entirety or substantially as an entirety for such consideration as the
company thinks fit;
19. to sell, improve, manage, develop, exchange, lease, dispose of, turn to
account or otherwise deal with the property of the company in the ordinary
course of its business;
20. to adopt such means of making known the products of the company as may seem
expedient, and in particular by advertising, by purchase and exhibition of
works of art or interest, by publication of books and periodicals and by
granting prizes and rewards and making donations;
21. to cause the company to be registered and recognized in any foreign
jurisdiction, and designate persons therein according to the laws of that
foreign jurisdiction or to represent the company and to accept service for
and on behalf of the company of any process or suit;
22. to allot and issue fully-paid shares of the company in payment or part
payment of any property purchased or otherwise acquired by the company or
for any past services performed for the company;
23. to distribute among the members of the company in cash, kind, specie or
otherwise as may be resolved, by way of dividend, bonus or any other manner
considered advisable, any property of the company, but not so as to
decrease the capital of the company unless the distribution is made for the
purpose of enabling the company to be dissolved or the distribution, apart
from this paragraph, would be otherwise lawful;
24. to establish agencies and branches;
25. to take or hold mortgages, hypothecs, liens and charges to secure payment
of the purchase price, or of any unpaid balance of the purchase price, of
any part of the property of the company of whatsoever kind sold by the
company, or for any money due to the company from purchasers and others and
to sell or otherwise dispose of any such mortgage, hypothec, lien or
charge;
26. to pay all costs and expenses of or incidental to the incorporation and
organization of the company;
<PAGE>
- 4 -
27. to invest and deal with the moneys of the company not immediately required
for the objects of the company in such manner as may be determined;
28. to do any of the things authorized by this subsection and all things
authorized by its memorandum as principals, agents, contractors, trustees
or otherwise, and either alone or in conjunction with others;
29. to do all such other things as are incidental or conducive to the
attainment of the objects and the exercise of the powers of the company.
Every company may exercise its powers beyond the boundaries of Bermuda to
the extent to which the laws in force where the powers are sought to be
exercised permit.
<PAGE>
THE COMPANIES ACT 1981
SECOND SCHEDULE
(Section 11(2))
A company may by reference include in its memorandum any of the following
objects that is to say the business of -
(a) insurance and re-insurance of all kinds;
(b) packaging of goods of all kinds;
(c) buying, selling and dealing in goods of all kinds;
(d) designing and manufacturing of goods of all kinds;
(e) mining and quarrying and exploration for metals, minerals, fossil fuels and
precious stones of all kinds and their preparation for sale or use;
(f) exploring for, the drilling for, the moving, transporting and refining
petroleum and hydro carbon products including oil and oil products;
(g) scientific research including the improvement, discovery and development of
processes, inventions, patents and designs and the construction,
maintenance and operation of laboratories and research centres;
(h) land, sea and air undertakings including the land, ship and air carriage of
passengers, mails and goods of all kinds;
(i) ships and aircraft owners, managers, operators, agents, builders and
repairers;
(j) acquiring, owning, selling, chartering, repairing or dealing in ships and
aircraft;
(k) travel agents, freight contractors and forwarding agents;
(l) dock owners, wharfingers, warehousemen;
(m) ship chandlers and dealing in rope, canvas oil and ship stores of all
kinds;
(n) all forms of engineering;
(o) developing, operating, advising or acting as technical consultants to any
other enterprise or business;
(p) farmers, livestock breeders and keepers, graziers, butchers, tanners and
processors of and dealers in all kinds of live and dead stock, wool, hides,
tallow, grain, vegetables and other produce;
<PAGE>
- 2 -
(q) acquiring by purchase or otherwise and holding as an investment inventions,
patents, trade marks, trade names, trade secrets, designs and the like;
(r) buying, selling, hiring, letting and dealing in conveyances of any sort;
(s) employing, providing, hiring out and acting as agent for artist, actors,
entertainers of all sorts, authors, composers, producers, directors,
engineers and experts or specialists of any kind; and
(t) to acquire by purchase or otherwise hold, sell, dispose of and deal in real
property situated outside Bermuda and in personal property of all kinds
wheresoever situated.
